Nakanishi Inc. (the “Company”) hereby announces that it has resolved to dispose of
its own shares (the “Own Share Disposal” or “Disposal”) at the Board of Directors
meeting held on March 28, 2024. Details are described below.

Kanuma, Mar. 28, 2024

Contact
Investors
Daisuke Suzuki
Corporate Vice President & Group CFO

April 26, 2024

Masatoshi Akiya(1)

Date of the Disposal(2)

Class and number of shares to bedisposed of

3,600 shares of common stock of the Company(3)

Price of the Disposal

JPY 2,357 per share

Saki Tabei(4)

Total amount of the Disposal

JPY 8,485,200

ir@nsk-nakanishi.co.jp(5)Directors of the Company (excluding Outside Directors):
1 person 1,700 sharesMediaAllottees, number thereof, andnumber of shares to be disposed ofCorporate Vice Presidents who do not concurrently serve as Directors of the Company:
5 persons 1,900 shares

Corporate Communication Specialist

Head of Corporate Communication

Nobue Ebihara
Corporate Communication Specialist

Corporate Communication Specialist

Yukino Kurosawa
Kazuki Takagi
Corporate Communication Specialist

pr@nsk-nakanishi.co.jp

The Company resolved at the Board of Directors meeting held on February 9, 2023, to introduce a restricted stockcompensation plan (the “Plan”) for the Company’s Directors (excluding Outside Directors, the “Eligible Directors”)
and Corporate Vice Presidents who do not concurrently serve as Directors (collectively the “Eligible Directors,etc.”) with the aim of providing an incentive to improve the Company’s corporate value over the medium to longterm, as well as of further promoting sharing of value with shareholders. At the 71st Annual General Meeting ofShareholders held on March 30, 2023, it was approved that a monetary claim within a range of 500,000 thousand
JPY per year (excluding, however, salaries for employees of Directors who concurrently serve as employees),
which was the amount of remuneration for Directors approved at the 55th Annual General Meeting of Shareholders
held on March 28, 2007, shall be granted to the Eligible Directors as compensation to be used to contribute to theacquisition of the restricted stock under the Plan (the “Restricted Stock Compensation”), that up to 50,000 sharesof common stock of the Company shall be issued or disposed of annually, and that a restricted transfer period of
the restricted stock shall be three years, etc.
Based on the above, the Company determined today, in consultation with the Nomination and Remuneration Committeeand taking into consideration the purpose of the Plan, the Company’s business performance, the scope ofresponsibilities of each of the Eligible Directors, etc., and various circumstances, to grant a total of 8,485,200 JPY
in monetary claims (the “Monetary Claims”) and a total of 3,600 shares of common stock (the “Shares”) to theEligible Directors, etc. In the Own Share Disposal, six Eligible Directors, etc. shall pay all of the Monetary Claims
against the Company in the form of assets contributed in kind and shall be allotted the Shares in accordance withthe Plan.

The Company and the Eligible Directors, etc. shall individually enter into a restricted stock allotment agreement,
an overview of which is as follows.

About Nakanishi inc.
Nakanishi raises as our mission thecreation of “brilliant progress” via
innovative “grinding technology”
through the lens of our corporate
philosophy “Our Core” values.
We aim to contribute to thedevelopment of medical care andthe realization of a better life for all
by creating new technology.
Based on “grinding technology”,
we have a differentiated productlineup under world-class brands inthe dental, surgical, and industrial
business fields, and are sold in 145
countries around the world.
Nakanishi will continue to work
together with all employees of thegroup companies to create
innovative products that only we cancreate and contribute to the lives andhealth of people around the world.
The company’s shares are listed in
the Tokyo Stock Exchange.

(1) Restricted transfer period
From April 26, 2024 to April 25, 2027

Visit www.en.nakanishi-inc.jp for
more information about NakanishiInc. and our business.

(2) Conditions for cancellation of transfer restrictions
Upon expiration of the restricted transfer period, the transfer restrictions shall be canceled under the condition thatthe Eligible Directors, etc. have remained in the position of Directors of the Company (provided, however, that if theEligible Directors, etc. are Corporate Vice Presidents who do not concurrently serve as Directors, they shall be deemed
to be Corporate Vice Presidents who do not concurrently serve as Directors; the same shall apply hereinafter) for theduration of the restricted transfer period. However, if the Eligible Directors, etc. resign or retire from their positions
as Directors of the Company due to the expiration of their terms of office, mandatory retirement age, or otherjustifiable reasons (including resignation or retirement due to death), the transfer restrictions shall be canceled asof the time immediately following the resignation or retirement of the Eligible Directors, etc.
In the event that the Eligible Directors, etc. resign from the position of Directors of the Company due to death,expiration of the terms of office, retirement, or other justifiable reasons, as of the time immediately following such
resignation, the transfer restrictions shall be canceled with respect to the number of the shares obtained by
dividing the number of months from the month containing the date of the Disposal to the month containing the dateof such resignation by 12 (if the calculation results in a number exceeding 1, the number shall be 1), multiplied by
the number of the Shares (if the calculation results in a fraction less than one share, such fraction shall be
rounded down).

(3) Acquisition without consideration by the Company
The Company shall acquire, by rights and without consideration, the allotted shares for which the transfer restrictions
are not canceled at the time of cancellation of the transfer restrictions as set forth in (2) above(4) Management of shares
The allotted shares shall be managed in an exclusive account opened by the Eligible Directors, etc. at a securities
company designated by the Company during the restricted transfer period so that they cannot be transferred,created as a security interest, or otherwise disposed of during the restricted transfer period. In order to ensure theeffectiveness of the transfer restrictions, etc. of the allotted shares, the Company has entered into an agreementwith such securities company in relation to the management of the account for the allotted shares held by each of
the Eligible Directors, etc. The Eligible Directors, etc. shall agree to the details of the management of such account.

(5) Handling at the time of organizational restructuring, etc.
If, during the restricted transfer period, a merger agreement under which the Company is to be dissolved, a shareexchange agreement or share transfer plan under which the Company is to become a wholly owned subsidiary, or
any other matters relating to organizational restructuring, etc. are approved at a General Meeting of Shareholdersof the Company (however, if such organizational restructuring, etc. does not require approval at a General Meetingof Shareholders of the Company, the Board of Directors meeting of the Company), the transfer restrictions shall be,
by a resolution of the Board of Directors, canceled prior to the effective date of the organizational restructuring, etc.
with respect to the number of the shares obtained by multiplying the number of the allotted shares held as of suchtime by the number obtained by dividing the number of months from the month containing the date of the Disposal
to the month containing the date of such approval by 12 (if the calculation results in a number exceeding 1, thenumber shall be 1) (if the calculation results in a fraction less than one share, such fraction shall be rounded down).
In such case, the Company shall acquire, by rights and without consideration, the allotted shares for which thetransfer restrictions have not been canceled as of the time immediately following the cancellation of the transferrestrictions.

In order to eliminate arbitrariness, the amount to be paid in for the Own Share Disposal to each of the Eligible
Directors, etc. is set at 2,357 JPY, which is the closing price of the Company’s common stock on the Tokyo Stock
Exchange on the business day immediately preceding the date of the Board of Directors’ resolution (March 27, 2024).
This is the market share price immediately prior to the date of the Board of Directors’ resolution, and the Company
believes that it is reasonable and does not represent a particularly favorable price.

Note:

This document is a translation of the original Japanese document and is only for reference purposes. All readers
are recommended to refer to the original version in Japanese of the release for complete information.

Source: Nakanishi Inc. www.nakanishi-inc.jp/ir/irnews